Onfolio cuts voting-share minimum for shareholder meetings

Q: What is ONFO's new quorum requirement for stockholder meetings?

ONFO's amended bylaws set the quorum at one-third (1/3) in voting power of shares entitled to vote, present in person or represented by proxy. The amendment took effect immediately on September 29, 2026, and was adopted in connection with the upcoming Special Meeting of Stockholders.

The one-third threshold is the statutory minimum permitted under Delaware law and applies to the upcoming special meeting.

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Form Type

8-K

Rhea-AI Filing Summary

Onfolio Holdings, Inc. (ONFO) amended its bylaws effective immediately on September 29, 2026, reducing the quorum for stockholder meetings from a majority in voting power to one-third (1/3) of the shares entitled to vote, present in person or represented by proxy. The board approved the amendment by unanimous written consent in connection with the upcoming Special Meeting of Stockholders. The new quorum is the statutory minimum permitted under Section 216 of the Delaware General Corporation Law.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Previous stockholder-meeting quorum: A majority in voting power Amended stockholder-meeting quorum: One-third (1/3) in voting power Bylaw amendment effective date: September 29, 2026

3 metrics

Previous stockholder-meeting quorum A majority in voting power Before the bylaw amendment

Amended stockholder-meeting quorum One-third (1/3) in voting power Effective September 29, 2026

Bylaw amendment effective date September 29, 2026 Effective immediately

Key Terms

quorum, unanimous written consent, Delaware General Corporation Law, voting power

4 terms

quorum technical

"The quorum required at meetings of stockholders"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Delaware General Corporation Law regulatory

"under Section 216 of the DGCL"

A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.

voting power technical

"one-third (1/3) in voting power of such shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is ONFO's new quorum requirement for stockholder meetings?

ONFO's amended bylaws set the quorum at one-third (1/3) in voting power of shares entitled to vote, present in person or represented by proxy. The amendment took effect immediately on September 29, 2026, and was adopted in connection with the upcoming Special Meeting of Stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 04:56 PM Accepted by SEC EDGAR 10/05/2026 - 04:55 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No. )

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 29, 2026

ONFOLIO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41466

37-1978697

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1007 North Orange Street, 4th Floor, Wilmington, Delaware		19801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (682) 990-6920

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ONFO	Nasdaq Capital Market
Warrants To Purchase Common Stock	ONFOW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2026, the Board of Directors (the “Board”) of Onfolio Holdings Inc. (the “Company”), acting by unanimous written consent in lieu of a meeting, approved and adopted an amendment to Section 2.07 of the Company’s Amended and Restated By-Laws, originally adopted on April 22, 2022 (the “Bylaws”), effective immediately. The amendment reduced the quorum required at meetings of stockholders from a majority in voting power of the shares of the Company entitled to vote at the meeting, present in person or represented by proxy, to one-third (1/3) in voting power of such shares, present in person or represented by proxy.

The Board took action by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and adopted the amendment pursuant to Section 109(a) of the DGCL and the authority granted to the Board under the Company’s Certificate of Incorporation. The one-third quorum requirement is the statutory minimum permitted under Section 216 of the DGCL. The amendment was adopted in connection with the Company’s upcoming Special Meeting of Stockholders (the “Special Meeting”).

The foregoing description of the amendment is qualified in its entirety by reference to the Bylaws, as amended through September 29, 2026, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated By-Laws of Onfolio Holdings Inc. (as amended September 29, 2026)
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2026

	ONFOLIO HOLDINGS INC.

	By:	/s/ Dominic Wells
		Dominic Wells
		Director and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Onfolio cuts voting-share minimum for shareholder meetings

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

FAQ

What is ONFO's new quorum requirement for stockholder meetings?

Filing Exhibits & Attachments

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